XTI Aerospace Completes Asset Acquisition, Officer Changes

TL;DR

XTI Aero just bought assets, changed some exec pay, and is filing an 8-K. Big moves ahead?

AI Summary

XTI Aerospace, Inc. announced on November 14, 2024, the completion of its acquisition of certain assets from an unnamed seller. This transaction is expected to significantly impact the company's operational capabilities and market position. The filing also details changes in officer compensation and board composition.

Why It Matters

This acquisition could bolster XTI Aerospace's technological capabilities and market reach, potentially leading to new product development or expanded service offerings.

Risk Assessment

Risk Level: medium — The acquisition of unspecified assets and changes in officer compensation introduce potential integration challenges and shifts in corporate strategy.

Key Players & Entities

• XTI Aerospace, Inc. (company) — Filer
• 20241114 (date) — Report Date
• NV (state) — State of Incorporation
• CO (state) — Business Address State

FAQ

Key Financial Figures

• $47.4 million — onsent, the Required Holders approved a $47.4 million increase to the ATM (the "Maximum Amoun
• $6 million — common stock under the ATM in excess of $6 million up to the Maximum Amount. "Required Hol
• $5,000,000 — he Company to raise up to an additional $5,000,000 under the ATM (the "ATM Increase") in c
• $426,006.00 — ny agreed to (i) pay an amount equal to $426,006.00 representing amounts that remain outsta
• $60,000 — yment") and (ii) pay an amount equal to $60,000 representing the total monthly cash ser

Filing Documents

• ea0221391-8k_xtiaero.htm (8-K) — 45KB
• ea022139101ex10-1_xtiaero.htm (EX-10.1) — 18KB
• ea022139101ex10-2_xtiaero.htm (EX-10.2) — 13KB
• ea022139101ex99-1_xtiaero.htm (EX-99.1) — 21KB
• ea022139101ex99-2_xtiaero.htm (EX-99.2) — 16KB
• ex99-1_001.jpg (GRAPHIC) — 14KB
• ex99-2_001.jpg (GRAPHIC) — 1KB
• ex99-2_002.jpg (GRAPHIC) — 10KB
• 0001213900-24-099390.txt ( ) — 340KB
• xtia-20241114.xsd (EX-101.SCH) — 3KB
• xtia-20241114_lab.xml (EX-101.LAB) — 33KB
• xtia-20241114_pre.xml (EX-101.PRE) — 22KB
• ea0221391-8k_xtiaero_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Consent Waiver and Release, and Letter Agreement with Nadir Ali As previously disclosed, on June 14, 2024, XTI Aerospace, Inc. (the "Company") obtained a written consent (the "June 2024 Consent") from the Required Holders (as defined below) of the Company's Series 9 Preferred Stock, in connection with the Company's "at the market" offering program pursuant to that certain Equity Distribution Agreement, dated as of July 22, 2022, by and between the Company and Maxim Group LLC, the Company's sales agent, as amended from time to time (the "ATM"). Pursuant to the June 2024 Consent, the Required Holders approved a $47.4 million increase to the ATM (the "Maximum Amount"), provided that, among other things, the Company obtains the consent of the Required Holders for sales of the Company's common stock under the ATM in excess of $6 million up to the Maximum Amount. "Required Holders" is defined in the Certificate of Designations of Preferences and Rights of Series 9 Preferred Stock (the "Certificate of Designations") as the holders of at least a majority of the outstanding Series 9 Preferred Stock; provided that, pursuant to that certain securities purchase agreement dated as of March 12, 2024 (the "SPA"), by and between the Company and 3AM Investments LLC (an entity controlled by Nadir Ali, the Company's former Chief Executive Officer and a former director of the Company) ("3AM"), 3AM will be deemed a "Required Holder" as defined in the Certificate of Designations as long as 3AM holds any shares of Series 9 Preferred Stock. On November 17, 2024, the Company entered into a Consent Waiver and Release (the "November 2024 Consent") with 3AM and Streeterville Capital, LLC ("Streeterville", and together with 3AM, the "Series 9 Holders"), each as a Required Holder, pursuant to which the Series 9 Holders authorized the Company to raise up to an additional $5,000,000 under the ATM (the "ATM Increase") in consideration for

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. As previously disclosed, on February 21, 2024, the Company completed the disposition of the businesses held by Grafiti pursuant to the Equity Purchase Agreement. The information contained in Item 1.01 of this Current Report on Form 8-K relating to the Company's waiver of certain future payments under the Equity Purchase Agreement is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.

03 Material Modification to Rights of

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Company's arrangements with Nadir Ali relating to the Employment Agreement and the Consulting Agreement is incorporated by reference herein to the extent required to be disclosed under this Item 5.02.

08 Shareholder Director Nominations

Item 5.08 Shareholder Director Nominations. The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 14, 2024, the Company issued a press release providing a business update and announcing the filing of its quarterly report on Form 10-Q for the quarterly period ended September 30, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On November 18, 2024, the Company issued a press release regarding the closing of the business combination between Damon Motors Inc. and Grafiti Holding Inc., a former subsidiary of the Company (which was renamed Damon Inc. on closing) ("Damon"), following the completion of the previously announced 1-for-50 share distribution of Damon common shares to the December 27, 2023 record date participating securityholders of the Company. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. 2 The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. Deadlines for Stockholder Proposals and Director Nominations for 2024 Annual Meeting The Company has set December 27, 2024 as the date for its 2024 annual meeting of stockholders (the "Annual Meeting"), provided that the Company reserves the right to change the date of the Annual Meeting prior thereto. The time and location of the Annual Meeting will be set forth in the Company's definitive proxy statement on Schedule 14A (the "Proxy Statement") for the Annual Meeting to be filed with the U.S. Securities and Exchange Commission. Stockholders of record of the Company's common stock at the close of business on November 19, 2024, will be entitled to notice of, and to vote at, the Annual Meeting. The Company, however, reserves the right to change the record date prior to the Annual Meeting. Due to the fact that the Company did not hold an annual meeting the previous year, the Company is providing the due date for submissions of any qualified stockholder proposals pursuant to Rule 14a-8 under the Exchange Act and for any stockholder nomination or proposal outside of Rule 14a-8. Stockholders intending to submit proposals for inclusion in the Proxy Statement pursuant to Rule 14a-8 under the Exchange Act must ensure that such proposals are received by the Company no later than November 25, 2024, which the Company has determined to be a reasonable time before it expects to begin to send its proxy materials for the Annual Meeting, and must comply with all applicable requirements of the Exchange Act and the Company's Amended and Restated By-Laws, as amended (the "By-Laws") to be eligible for inclusion in the Proxy Statement. Any proposal submitted after the above deadline will not be considered timely and will be excluded from the Proxy Statement. The public announcement of an adjournment or postponement of the date of the Annual Meeting will not commence a new time period (or extend any time period) for submitting a proposal pursuant to Rule 14a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Consent Waiver and Release, dated November 17, 2024, by and among XTI Aerospace, Inc., 3AM Investments LLC and Streeterville Capital, LLC 10.2 Letter Agreement, dated November 17, 2024, by and among XTI Aerospace, Inc., Nadir Ali, 3AM Investments LLC, Grafiti Group LLC and Grafiti LLC 99.1 Press Release, dated November 14, 2024 99.2 Press Release, dated November 18, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XTI AEROSPACE, INC. Date: November 18, 2024 By: /s/ Brooke Turk Name: Brooke Turk Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR